Download 05/12/2016 Announcements and Notices

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Shanghai Jin Jiang International Hotels (Group) Company Limited *
上 海 錦 江 國 際 酒 店（ 集 團 ）股 份 有 限 公 司
(a joint stock company incorporated in the People’s Republic of China with limited liability)
(Stock Code: 02006)
ANNOUNCEMENT
CONNECTED TRANSACTION
ESTABLISHMENT OF JOINT VENTURE WEHOTEL
Establishment of Joint Venture WeHotel
The Board announces that on 5 December 2016, the Company entered into the
Shareholders’ Agreement with Jin Jiang Hotels Development, Jin Jiang Capital,
UnionPay Venture, Tibet Hony, Guosheng Investment and the Qualified Investors.
Pursuant to this agreement, the parties shall co-invest an aggregate capital contribution
of RMB1,000 million to establish a joint venture company known as WeHotel. Each of the
Company and Jin Jiang Hotels Development shall make a capital contribution of RMB100
million, holding 10% equity interest in WeHotel, respectively.
Implications under the Listing Rules
Transactions contemplated by the Group under the Shareholders’ Agreement constitute
connected transactions of the Company under Chapter 14A of the Listing Rules. As the
highest applicable percentage ratio exceeds 0.1% but is less than 5%, the transactions
contemplated are subject to the reporting and announcement requirements, but are exempt
from the independent shareholders’ approval requirement under Chapter 14A of the Listing
Rules.
INTRODUCTION
The Board announces that on 5 December 2016, the Company entered into the Shareholders’
Agreement with Jin Jiang Hotels Development, Jin Jiang Capital, UnionPay Venture, Tibet
Hony, Guosheng Investment and the Qualified Investors. Pursuant to this agreement, the
parties shall co-invest an aggregate capital contribution of RMB1,000 million to establish a
joint venture company known as WeHotel. Each of the Company and Jin Jiang Hotels
Development shall make a capital contribution of RMB100 million, holding 10% equity
interest in WeHotel, respectively.
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SHAREHOLDERS’ AGREEMENT
The major terms of the Shareholders’ Agreement are set out as follows:
Date:
5 December 2016
Parties of the
agreement:
The Company;
Jin Jiang Hotels Development;
Jin Jiang Capital;
UnionPay Venture;
Tibet Hony;
Guosheng Investment; and
Qualified Investors.
Scope of operation of
the joint venture
company:
Electronic commerce (excluding value-added telecommunication
services and financial services), technological development in the
field of information technology, technology transfer, technology
consulting, technical services, industrial investment, business
consulting, conference and exhibition services, ticketing agency
(other than franchising), hotel and restaurant information
consulting services, room reservation services, travel consulting
(other than the travel agency business), corporate management
consulting, corporate image planning, advertising design and
production, domestic trade (other than that of exclusive items),
import and export of commodities and technologies. The operations
of businesses requiring approvals in accordance with the laws may
only commence after such approvals have been granted by relevant
authorities.
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Amount of capital
contribution and
shareholding
percentage:
Jin Jiang Capital
The Company
Jin Jiang Hotels Development
UnionPay Venture
Guosheng Investment
Tibet Hony
Qualified Investors
Total
Amount of
subscribed
capital
contribution
(RMB yuan)
Shareholding
percentage
300,000,000
100,000,000
100,000,000
190,000,000
60,000,000
100,000,000
150,000,000
30%
10%
10%
19%
6%
10%
15%
1,000,000,000
100%
The capital requirements of the joint venture company was
determined by arm’s length negotiations between the parties taking
into account the development plans of the joint venture company.
Form of capital
contribution:
RMB in cash.
Terms of payment:
The capital contribution subscribed by the parties, shall be fully paid
in accordance with the terms of the Shareholders’ Agreement.
Conditions for the
effectiveness of the
agreement:
The Shareholders’ Agreement shall come into effect upon joint
execution by the parties.
INFORMATION ON THE GROUP AND COUNTERPARTIES
Information of the Company
The Group is principally engaged in full service hotel operation and management, select
service hotel operation and franchising, restaurant operation, passenger transport logistics,
travel agency and other related businesses.
Information of Jin Jiang Hotels Development
Jin Jiang Hotels Development is principally engaged in the operation and management of
select service hotels, as well as food and restaurant businesses. Jin Jiang Hotels Development is
a subsidiary of the Company.
Information of Jin Jiang Capital
Jin Jiang Capital is principally engaged in investment management, industrial investment,
investment consulting, corporate marketing planning, property management, real estate
consulting, asset management and storage services (excluding storage of hazardous items). Jin
Jiang Capital is a wholly-owned subsidiary of Jin Jiang International, the controlling
shareholder of the Company, and thus a connected person of the Company.
–3–
Information of UnionPay Venture
UnionPay Venture is principally engaged in investment information and the entrusted
management of and investment in high technology products such as modern biological
medicines and new materials. UnionPay Venture is a wholly-owned subsidiary of China
UnionPay Company Limited (中國銀聯股份有限公司).
Information of Tibet Hony
Tibet Hony is principally engaged in equity investment and management businesses. Tibet
Hony is an associate of Hony Investment Fund, a substantial shareholder of the Company’s
subsidiary, Jin Jiang Hotels Development, therefore it is a connected person of the Company.
Information of Guosheng Investment
Guosheng Investment is principally engaged in industrial, real estate investments and
investment in related businesses, asset operations and related consulting services.
Information of the Qualified Investors
The Qualified Investors are the investors designated by Jin Jiang Capital, in compliance with
relevant conditions stipulated under the applicable laws (if any) and capable of playing
important or crucial roles in the development of the joint venture company WeHotel
(including but not limited to the key employees), proposing to make an aggregate capital
contribution of RMB150,000,000. The Qualified Investors platform is currently in the process
of setting up, the final name of which shall be subject to the approval from the authorities of
administration for industry and commerce. Certain of the Qualified Investors are connected
persons of the Company at the subsidiary level. The rest of the Qualified Investors and their
respective ultimate beneficial owners are third parties independent of the Company and its
connected persons.
To the best of the Directors’ knowledge, information and belief having made all reasonable
enquiries, UnionPay Venture and Guosheng Investment and their respective ultimate
beneficial owners are third parties independent of the Company and its connected persons.
REASONS FOR AND BENEFITS OF ENTERING INTO THE SHAREHOLDERS’
AGREEMENT
The Company proposes to establish a joint venture company knowns as WeHotel with Jin
Jiang Hotels Development, Jin Jiang Capital, UnionPay Venture, Tibet Hony, Guosheng
Investment and the Qualified Investors, which is conducive to integrate the Group’s resources
and upgrade its capabilities, drive the convergence of domestic and international hotel
systems, effectively enhance its operating efficiency and lower service costs as well as build the
shared economic platform based on the mobile internet.
The Board (including the independent non-executive Directors) is of the view that the terms of
the Shareholders’ Agreement and the transactions contemplated thereunder are fair and
reasonable, on normal commercial terms and in the interests of the Company and its
shareholders as a whole. Mr. Yu Minliang, Ms. Guo Lijuan, Mr. Chen Liming and Mr. Zhang
Qian, the Directors of the Company, are deemed to have material interests in the transactions
contemplated under the Shareholders’ Agreement and have therefore abstained from voting in
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respect of the relevant Board resolution. Save for the aforesaid, none of the other Directors
has a material interest in the transactions or is required to abstain from voting in respect of the
relevant Board resolution.
IMPLICATIONS UNDER THE LISTING RULES
Jin Jiang Capital is a wholly-owned subsidiary of Jin Jiang International, the controlling
shareholder of the Company, and therefore, Jin Jiang Capital is a connected person of the
Company under Chapter 14A of the Listing Rules. Tibet Hony is an associate of Hony
Investment Fund, a substantial shareholder of Jin Jiang Hotels Development, a subsidiary of
the Company, and therefore, Tibet Hony is a connected person of the Company under Chapter
14A of the Listing Rules. Certain of the Qualified Investors are connected persons of the
Company at the subsidiary level under Chapter 14A of the Listing Rules.
Transactions contemplated by the Group under the Shareholders’ Agreement constitute
connected transactions of the Company under Chapter 14A of the Listing Rules. As the
highest applicable percentage ratio exceeds 0.1% but is less than 5%, the transactions
contemplated are subject to the reporting and announcement requirements, but are exempt
from the independent shareholders’ approval requirement under Chapter 14A of the Listing
Rules.
DEFINITIONS
Unless the context otherwise requires, the terms used in this announcement shall have the
following meanings:
‘‘Board’’
the board of directors of the Company
‘‘Company’’
Shanghai Jin Jiang International Hotels (Group) Company Limited
(上海錦江國際酒店
（集團）股份有限公司), a joint stock limited
company established in the PRC, the H shares of which are listed
on the Stock Exchange
‘‘connected person’’
has the meaning ascribed thereto under the Listing Rules
‘‘controlling
shareholder’’
has the meaning ascribed thereto under the Listing Rules
‘‘Directors’’
the directors of the Company
‘‘Guosheng
Investment’’
Shanghai Guosheng Group Investment Co., Ltd (上海國盛集團投資有
限公司), a limited liability company incorporated in the PRC
‘‘Group’’
the Company and its subsidiaries
‘‘Jin Jiang Capital’’
Shanghai Jin Jiang Capital Management Company Limited (上海錦江
資本管理有限公司), a limited liability company incorporated in the
PRC and a wholly-owned subsidiary of Jin Jiang International, the
controlling shareholder of the Company
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‘‘Jin Jiang Hotels
Development’’
Shanghai Jin Jiang International Hotels Development Company
Limited (上海錦江國際酒店發展股份有限公司), a joint stock limited
company incorporated in the PRC, the A shares and B shares of which
are listed on the Shanghai Stock Exchange and a subsidiary of the
Company
‘‘Jin Jiang
International’’
Jin Jiang International Holdings Company Limited (錦江國際
（集團）
有限公司), the controlling shareholder of the Company owning 75%
interests in the issued share capital of the Company
‘‘Hong Kong’’
the Hong Kong Special Administrative Region of the PRC
‘‘Hony Investment
Fund’’
Hony (Shanghai) Equity Interest Investment Fund Centre (Limited
Partnership) (弘毅
（上海）股權投資基金中心
（有限合夥）), a limited
partnership incorporated in the PRC and a substantial shareholder
of Jin Jiang Hotels Development, a subsidiary of the Company
‘‘Listing Rules’’
the Rules Governing the Listing of Securities on the Stock Exchange
‘‘PRC’’
the People’s Republic of China
‘‘Qualified Investors’’
the investors which are designated by Jin Jiang Capital, in compliance
with relevant conditions stipulated under the applicable laws (if any)
and capable of playing important or crucial roles in the development
of the joint venture company WeHotel (including but not limited to
the key employees), proposing to make an aggregate capital
contribution of RMB150,000,000. The Qualified Investors platform
is currently in the process of setting up, the final name of which shall
be subject to the approval from the authorities of administration for
industry and commerce
‘‘RMB’’
Renminbi, the lawful currency of the PRC
‘‘Shareholders’
Agreement’’
the shareholders’ agreement dated 5 December 2016 entered into
amongst the Company, Jin Jiang Hotels Development, Jin Jiang
Capital, UnionPay Venture, Tibet Hony, Guosheng Investment and
the Qualified Investors in relation to the establishment of the joint
venture company
‘‘Stock Exchange’’
The Stock Exchange of Hong Kong Limited
‘‘substantial
shareholder’’
has the meaning ascribed thereto under the Listing Rules
‘‘Tibet Hony’’
Hony (Tibet) Mezzanine Investment Management Centre (Limited
Partnership) (西藏弘毅夾層投資管理中心
（有限合夥）), a limited
partnership incorporated in the PRC
‘‘UnionPay Venture’’
Shanghai UnionPay Venture Capital Co., Ltd. (上海聯銀創業投資有
限公司), a limited liability company incorporated in the PRC
–6–
‘‘WeHotel’’
a limited liability company to be established in the PRC pursuant to
the Shareholders’ Agreement, the final name of which shall be subject
to the approval from the authorities of administration for industry
and commerce
‘‘%’’
per cent
By Order of the Board
Shanghai Jin Jiang International Hotels (Group) Company Limited*
Kang Ming
Executive Director and Joint Company Secretary
Shanghai, the PRC, 5 December 2016
As at the date of this announcement, the executive Directors of the Company are Mr. Yu
Minliang, Ms. Guo Lijuan, Mr. Chen Liming, Mr. Zhang Qian, Mr. Han Min and Mr. Kang
Ming, and the independent non-executive Directors of the Company are Mr. Ji Gang, Dr. Rui
Mingjie, Dr. Tu Qiyu, Dr. Xu Jianxin, Mr. Xie Hongbing and Dr. He Jianmin.
*
The Company is registered as a non-Hong Kong company as defined in the Companies Ordinance (Chapter 622
of the Laws of Hong Kong) under its Chinese name and the English name ‘‘Shanghai Jin Jiang International
Hotels (Group) Company Limited’’.
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